Current Report Filing (8-k)
January 04 2019 - 4:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 28, 2018
The
Crypto Company
(Exact
name of registrant as specified in its charter)
Nevada
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000-55726
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46-4212105
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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23805
Stuart Ranch Road, Suite 235
Malibu, CA
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90265
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(Address
of principal executive offices)
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(Zip
Code)
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(424)
228-9955
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01
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Entry
into a Material Definitive Agreement.
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The
information required under this Item is described in Item 2.01 and incorporated herein by reference.
Item
2.01
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Completion
of Acquisition of Disposition of Assets.
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The
Acquisition
On
December 28, 2018, CoinTracking, LLC, a Nevada limited liability company and wholly-owned subsidiary of The Crypto Company (“Crypto
Subsidiary”), entered into an agreement on the purchase and assignment of shares, agreements on a purchase price of loan
agreement and compensation agreement (collectively, the “Agreement”), pursuant to the laws of the Republic of Germany,
with Kachel Holding GmbH, an entity formed under the laws of the Republic of Germany (“Kachel Holding”), and CoinTracking
GmbH, an entity formed under the laws of Germany (“CoinTracking”), pursuant to which, on January 2, 2019, Crypto Subsidiary
sold 12,525 shares of equity interest in CoinTracking, representing 50.1% of the equity interests in CoinTracking and 100% of
Crypto Subsidiary’s holdings in CoinTracking, to Kachel Holding in exchange for USD $2,200,000, of which (i) USD $1,000,000
was paid in cash to Crypto Subsidiary and (ii) USD $1,200,000 was applied toward the repayment of an outstanding loan in the amount
of USD $1,500,000 from CoinTracking to Crypto Subsidiary.
CoinTracking
GmbH
The
Crypto Company, a Nevada corporation (the “Company”), generated revenue and incurred expenses from the operation of
CoinTracking as its indirect, majority-owned subsidiary, which operates a Software as a Service (“SaaS”) platform
for cryptocurrency portfolio (“coin”) tracking. CoinTracking generates revenue from subscription services. Subscribers
pay in advance for the services, primarily by PayPal or cryptocurrencies, and the subscription periods range from annual to perpetual.
The CoinTracking platform allows individuals and entities to record exactly when and where they acquired coins of any variety,
as well as the acquisition prices for those coins. The platform also assists subscribers in determining the current trading price
for a variety of coins on various third-party exchanges, such as Bittrex, Kraken and Coinbase, and has a number of other features
designed to make the CoinTracking platform a valuable landing portal for holders of cryptocurrencies. Key features include those
designed to allow users to see a current and historical “dashboard” view of their coin-based holdings and activities
and to assist users in accounting for gains and losses without having to go to many other websites on a piecemeal basis or requiring
use of a calculator and Excel spreadsheet.
As
required by Item 9.01 of Form 8-K, within 71 days after the date hereof, the Company will prepare and file with the SEC an amendment
to this Current Report on Form 8-K that includes the financial statements and pro forma financial information prepared pursuant
to Regulation S-X of the Securities Exchange Act of 1934, as amended, for the periods specified in Rule 8-05 thereunder.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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THE
CRYPTO COMPANY
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Date:
January 4, 2019
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By:
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/s/
Ron Levy
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Name:
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Ron
Levy
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Title:
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Chief
Executive Officer, Chief Operating Officer and Secretary
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